SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

Annual  report  ("Report")  pursuant  to section  13 or 15(d) of the  Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1998

Commission file number 1-10659

                           ROBERTSON-CECO CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                           36-3479146      
   ---------------------------------             ------------------
     (State or other jurisdiction                  I.R.S. Employer
   of incorporation or organization)             Identification No.

5000 Executive Parkway, Ste. 425, San Ramon, California               94583    
-------------------------------------------------------         ---------------
            (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:               925-543-7599 
                                                                ---------------

Securities registered pursuant to Section 12(b) of the Act:

                                                  NAME OF EACH EXCHANGE
       TITLE OF EACH CLASS                         ON WHICH REGISTERED   
       -------------------                       -------------------------

Common Stock, par value, $0.01 per share           New York Stock Exchange     
----------------------------------------         --------------------------


Securities registered pursuant to Section 12(g) of the Act:  None


--------------------------------------------------------------------------------

        The aggregate market value of the voting stock held by non-affiliates of
the  Registrant  was   $43,425,788   based  upon  the  closing  sales  price  of
Registrant's common stock on the New York Stock Exchange on March 16, 1999. (The
value of shares of common stock held by executive  officers and directors of the
Registrant and their affiliates has been excluded.)

        Indicate by check mark whether the  Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                               Yes X No 

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendments to this Form 10-K. [X]

        As of  March  16,  1999,  16,096,550  shares  of  common  stock  of  the
Registrant were outstanding.

        Portions of the Registrant's definitive proxy statement for Registrant's
1999 annual  meeting of  stockholders  to be filed with the Commission not later
than 120 days after the end of  Registrant's  fiscal year covered by this report
("Report") are incorporated by reference into Part III.


<PAGE>

<TABLE>

                           ROBERTSON-CECO CORPORATION

                                Table of Contents
<CAPTION>

                                     PART I


                                                                                                                   Page


<S>               <C>                                                                                              <C>
Item 1.           Business....................................................................................      3

Item 2.           Properties..................................................................................      5

Item 3.           Legal Proceedings...........................................................................      5

Item 4.           Submission of Matters to a Vote of Security Holders.........................................      6

Item 4.1          Executive Officers of the Registrant........................................................      6

                                                                PART II


Item 5.           Market for the Registrant's Common Stock and Related
                    Stockholder Matters.......................................................................      7

Item 6.           Selected Financial Data.....................................................................      8

Item 7.           Management's Discussion and Analysis of Financial Condition
                    and Results of Operations.................................................................     10

Item 7A.          Quantitative and Qualitative Discussions about Market Risk..................................     14

Item 8.           Financial Statements and Supplementary Data.................................................     15

Item 9.           Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure....................................................     33

                                                               PART III


Item 10.          Directors and Executive Officers of the Registrant..........................................     34

Item 11.          Executive Compensation......................................................................     34

Item 12.          Security Ownership of Certain Beneficial Owners
                    and Management............................................................................     34

Item 13.          Certain Relationships and Related Transactions..............................................     34

                                                                PART IV


Item 14.          Exhibits, Financial Statement Schedules, and
                    Reports on Form 8-K.......................................................................     35

                  Signatures..................................................................................     36

</TABLE>


<PAGE>


ITEM 1.           BUSINESS
                  --------

THE COMPANY

        Robertson-Ceco  Corporation  (the  "Company")  was formed on November 8,
1990 by the merger (the  "Combination") of H. H. Robertson,  Inc.  ("Robertson")
and Ceco Industries, Inc. ("Ceco Industries") with and into The Ceco Corporation
("Ceco"), a wholly-owned subsidiary of Ceco Industries,  with Ceco continuing as
the  surviving  corporation  under  the  name  Robertson-Ceco  Corporation.  The
Combination was accounted for using the purchase  method,  with Robertson deemed
the acquirer.

         After the  Combination,  the Company and its  subsidiaries  operated in
four business segments:  (1) the Metal Buildings Group, which operated primarily
in North America and is engaged in the  manufacture,  sale and  installation  of
custom  engineered metal buildings for commercial and industrial  users; (2) the
Building Products Group,  which operated on a worldwide basis and was engaged in
the manufacture,  sale and installation of non-residential  building components,
including  wall,  roof and floor  systems;  (3) the Door  Products  Group  which
operated  primarily  throughout  the  United  States  and  was  engaged  in  the
manufacture and distribution of metal,  wood and fiberglass doors and frames for
commercial and residential  markets;  and (4) the Concrete  Construction  Group,
which operated  throughout the United States and was engaged in the provision of
subcontracting  services  for  forming   poured-in-place,   reinforced  concrete
structures.

DIVESTITURES

         During  1991,  management  began to develop  and  implement a series of
restructuring actions designed to improve the Company's operational  performance
and liquidity.  In connection with these restructuring  initiatives,  during the
first  quarter  of 1992,  the  Company  sold its Door  Products  Group,  certain
domestic Building  Products  businesses,  and its Building  Products  subsidiary
located in South Africa.

         In November  1993,  the Company sold its Building  Products  subsidiary
located in the United  Kingdom.  During the fourth  quarter of 1994, the Company
sold its remaining U.S.  Building  Products  operation and the Cupples  Products
Division,  which manufactured  curtainwall systems, and commenced a plan to sell
or dispose of its remaining European Building Products operations.  In 1995, the
Company sold its subsidiaries located in Holland and Spain and sold the Concrete
Construction  Group to a company  which is  controlled  by the  Company's  Chief
Executive  Officer.  In 1996, the Company sold its subsidiary  located in Norway
and its Building Products  operations  located in Australia,  Northeast Asia and
Southeast Asia. The Canadian Building Products business was closed in 1998.

         For accounting purposes, the Door Products Group, Concrete Construction
Group and the Building  Products Group were each  considered  separate  business
segments.  Accordingly,  the Company's  Consolidated  Financial  Statements were
reclassified to reflect these businesses as discontinued operations.

         In  addition  to the sale of and exit  from  the  businesses  discussed
above, a series of other  operational and financial  restructuring  actions were
taken during the past several years,  including downsizing the corporate office,
closing or  selling  metal  building  plants  and  redistributing  manufacturing
operations and equipment  from closed  operations,  consolidating  and improving
capacity and cost control at the remaining  plants,  reducing work force levels,
and redefining management and operating policies.


METAL BUILDINGS GROUP

        Today,  the  operations  of the  Company  consist  solely  of the  Metal
Buildings Group.  The Metal Buildings Group consists of three custom  engineered
metal building operations:  Ceco Building Systems, Star Building Systems, and H.
H. Robertson  Building  Systems  (Canada).  Custom  engineered  metal  buildings
account  for a  significant  portion of the market for  nonresidential  low-rise
buildings  under  150,000  sq.  ft.  in size  that are  built in North  America.
Historically  aimed at the one-story small to medium building market, the use of
the product is expanding to large (up to 1 million sq. ft.),  more complex,  and
multi-story (up to 4 floors) buildings. The product provides the customer with a
custom  designed  building  which  generally  is lower  cost  than  conventional
construction and faster from concept to job completion.


<PAGE>


         The Company's  metal  building  systems are  manufactured  at five U.S.
plants with one located in each of  California,  Mississippi  and North Carolina
and two in Iowa.  The  Company  has one plant  outside  of the U.S.  located  in
Ontario,  Canada.  The  buildings  are  primarily  sold  through  builder/dealer
networks located  throughout the United States and Canada.  In addition to sales
in North America, the Company sells its buildings to the Asian market. Buildings
are  distributed  to  the  Asian  Market  through  a  network  of  domestic  and
international builders.

         The principal  materials used in the  manufacture of custom  engineered
metal  buildings  are hot and  cold  rolled  steel  products  that  are  readily
available from many sources. The buildings consist of three components:  primary
structural  steel,  secondary  structural steel and cladding.  The buildings are
erected by the  builder/dealer  network  supplemented by subcontractors  and, in
certain cases, by Company erection crews.

         The  Company  considers  all  aspects  of  its  business  to be  highly
competitive and faces competition from many other manufacturers. Price, delivery
and service are the primary  competitive  features in this market. The Company's
business is both  seasonal  and  cyclical in nature and, as a  consequence,  has
certain  working capital needs which are  characteristic  of the metal buildings
industry. At times of increased  construction  activity,  the Company has a need
for  increased  working  capital  which is funded by available  cash.  Since the
Company operates in the industrial and commercial building sectors, primarily in
North  America,  the Company's  results are heavily  influenced by the growth in
such economies,  interest rates and credit available to builders, developers and
the ultimate owners of the Company's buildings.


SEASONALITY

         The Company operates in the industrial and commercial  building sectors
with substantially all of the Company's revenues  concentrated in North America.
The Company's business is seasonal in nature and operating results are affected,
in part, by the severity of weather conditions.


CUSTOMERS

         The Company serves a wide variety of customers,  virtually all of which
are in the construction industry. There is no dependence upon a single customer,
group of related customers or a few large customers.


INVENTORY AND BACKLOG

         Virtually  all  sales of  custom  engineered  metal  buildings  are for
specific  projects,  and the Company  maintains a minimum  inventory of finished
products.  Shipments of custom  engineered  metal  buildings are generally  made
directly from the manufacturing  plant to the building sites. Most raw materials
are steel-related materials which are susceptible to price increases, especially
during  periods of strong  economic  growth.  Historically,  the Company and the
companies  with which it competes have been  successful in passing on such price
increases to customers.

         Due to the  wide  availability  of  necessary  raw  materials  and  the
relatively  short  delivery lead times,  the Company  generally has been able to
minimize its risk with respect to price  increases in the raw materials  used to
manufacture  its products.  To the extent that the Company  quotes a fixed-price
sales contract and has not locked in the related cost of the raw materials,  the
Company  is at risk for price  increases  in such raw  materials.  Additionally,
during times of declining demand,  selling prices tend to be adversely affected,
and the Company may not experience similar declines in material costs.

         Backlog is  determined  based upon  receipt of a contract  or  purchase
order from the customer.  The Company  reduces its backlog upon  recognition  of
revenue.  At December 31, 1998,  the backlog of unfilled  orders  believed to be
firm was approximately $69.3 million compared with $72.7 million at December 31,
1997. The December 31, 1998 backlog is expected to be executed in 1999.


<PAGE>


PATENTS

         The Company  owns a number of patents  with  varying  expiration  dates
extending beyond the year 2000. None of these patents are believed to be a major
factor in the competitive position of the Company.


EMPLOYEES

         At December 31, 1998, the Company employed  approximately 1,450 persons
and was a party to collective  bargaining  agreements with labor unions covering
approximately 173 employees. Work stoppages are a possibility in connection with
the  negotiation  of  collective  bargaining  agreements,  although  the Company
believes that its employee relations are generally satisfactory.


ITEM 2.         PROPERTIES
                ----------


         The Company  owns and operates six  manufacturing  plants.  The listing
below identifies the locations of those facilities. The productive capacities of
these plants are considered  adequate to serve the Company's business needs at a
volume at least equal to that achieved in 1998.

Monticello, Iowa                                      Manufacturing Plant
Lockeford, California                                 Manufacturing Plant
Mt. Pleasant, Iowa                                    Manufacturing Plant
Rocky Mount, North Carolina                           Manufacturing Plant
Columbus, Mississippi                                 Manufacturing Plant
Hamilton, Ontario, Canada                             Manufacturing Plant


ITEM 3.           LEGAL PROCEEDINGS
                  -----------------


LAWSUITS

         There are various  proceedings pending against or involving the Company
which are  ordinary or routine  given the nature of the  Company's  existing and
prior businesses. While the outcome of the Company's legal proceedings cannot be
predicted  with  certainty,  management  does not expect that these matters will
have a material  adverse  effect upon the  consolidated  financial  condition or
results of operations of the Company.


ENVIRONMENTAL MATTERS

         The Company's current and prior manufacturing  activities use materials
classified as hazardous  substances  and have generated and continue to generate
materials  classified  as hazardous  wastes.  The Company  devotes  considerable
resources to compliance with legal and regulatory  requirements  relating to (a)
the use of these materials, (b) the proper disposal of such materials classified
as hazardous wastes, (c) the protection of the environment, and (d) clean-ups at
various  sites.  The Company's  policy is to accrue  environmental  and clean-up
related costs of a  non-capital  nature when it is probable that a liability has
been  incurred and such  liability  can be  reasonably  estimated.  However,  no
assurance can be given that  discovery of new facts and the  application  of the
legal and regulatory requirements to those facts would not be material and would
not change the  Company's  estimate  of costs it could be required to pay in any
particular situation.


<PAGE>


         The Company has completed its investigation of two owned disposal sites
in Beaver  County,  Pennsylvania  formerly used by Robertson to dispose of plant
wastes from a former Building Products  manufacturing  facility. The Company has
completed its remedial  efforts at one site and has recently  submitted a Notice
of Intent  to  remediate  the  second  site to the  Pennsylvania  Department  of
Environmental  Protection  ("PDEP")  pursuant to the Pennsylvania Land Recycling
and Environmental Remediation Standards Act (Act 2).

         The Company has recorded  reserves in amounts  which it considers to be
adequate to cover the costs which may be incurred in relation to these and other
environmental  matters.  However,  no  guarantee  can be made that the  relevant
governmental  authorities will accept the remediation  plans or actions proposed
by  the  Company  or  the  position  taken  by  the  Company  as  to  its  legal
responsibilities  and therefore that more costly remediation efforts will not be
required.


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------


         During the fourth  quarter of the fiscal year covered by this report no
matter was submitted to a vote of security holders.


ITEM 4.1.         EXECUTIVE OFFICERS OF THE REGISTRANT
                  ------------------------------------


         The  following  table  sets forth  certain  information  regarding  the
executive officers of the Company as of March 26, 1999.

Name                       Age     Position
----                       ---     --------

Andrew G. C. Sage, II      73      Chairman
Michael E. Heisley, Sr.    62      Chief Executive Officer
E.A. Roskovensky           53      President and Chief Operating Officer
Ronald D. Stevens          55      Executive Vice President, Chief Financial
                                      Officer and Secretary

        Mr. Andrew G. C. Sage, II is Chairman  (since July 1993) of the Company.
Mr. Sage also served as President (from November 1992 until July 1993) and Chief
Executive  Officer (from November 1992 until December 1993) of the Company.  Mr.
Sage is also President of Sage Capital  Corporation ("Sage Capital"),  a general
business  and  financial   management   corporation   specializing  in  business
restructuring  and  problem  solving.   Mr.  Sage  is  a  director  of  American
Superconductor Corporation and Tom's Foods, Inc.

        Mr.  Heisley is Chief  Executive  Officer  (since  December 1993) of the
Company.  Mr.  Heisley  is  Chairman  of the  following  companies:  Davis  Wire
Corporation  (since 1991),  a manufacturer  of steel wire and Tom's Foods,  Inc.
(since 1993), a manufacturer and distributor of snack food. Mr. Heisley is Chief
Executive Officer of The Heico Companies,  L.L.C. (since 1979). He is also Chief
Executive Officer of Heico Holding Inc., formerly Pettibone Corporation,  (since
1988), a diversified  manufacturing company, and a director of Tom's Foods, Inc.
and Envirodyne, Inc. (since 1994).

        Mr. Roskovensky is President and Chief Operating Officer (since November
1994) of the Company.  Prior to being elected President,  Mr. Roskovensky served
the Company as President of the Company's  Metal  Buildings Group (from February
1994).  He is also the  President  and Chief  Executive  Officer  of Davis  Wire
Corporation (from 1991), a manufacturer of steel wire.

        Mr.  Stevens is Executive  Vice  President and Chief  Financial  Officer
(since October 1996) and Secretary  (since February 1999) of the Company.  Prior
to being elected Chief Financial  Officer,  Mr. Stevens was a Principal/Owner of
Productivity Consulting Group, Inc. (from January 1991 to October 1996).


<PAGE>


                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
                  ------------------------------------------------------------
                                     MATTERS
                                     -------


COMMON STOCK

         The Company's  Common Stock is listed for trading on the New York Stock
Exchange  ("NYSE")  under the symbol "RHH".  The following  table sets forth the
high and low sale  prices per share of the Common  Stock as reported on the NYSE
Composite  Transaction  Reporting System during the calendar periods  indicated.
Under the terms of the Company's current credit facility,  the Company's ability
to pay cash dividends is  restricted.  The Company did not pay cash dividends on
its Common Stock during the periods set forth below.


                                               High                 Low      
                                               ----                 ---      
Calendar 1998
  First Quarter   .......................      $    11              $    8 1/4
  Second Quarter  .......................           11                   9 3/16
  Third Quarter   .......................           10 3/16              8 1/8
  Fourth Quarter  .......................            8 5/8               7 1/4

Calendar 1997
  First Quarter   .......................      $     8 1/8          $    7 1/8
  Second Quarter  .......................            8 1/2               7 1/4
  Third Quarter   .......................           12                   8
  Fourth Quarter  .......................           11 7/8               8 3/4


         There  were  approximately  2,175  holders  of record of the  Company's
Common Stock as of March 16,  1999.  Included in the number of  stockholders  of
record are  stockholders  who held shares in  "nominee"  or "street"  name.  The
closing  price per share of the  Company's  Common Stock on March 16,  1999,  as
reported under the NYSE Composite Transaction Reporting System, was $8-7/16.



<PAGE>


ITEM 6.           SELECTED FINANCIAL DATA
                  -----------------------

         Set forth below is historical financial data for each of the five years
in the period  ended  December  31,  1998.  This data has been  derived from the
audited consolidated  financial statements of the Company for such periods, some
of which are presented  elsewhere herein.  The following  information  should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations"  and the Company's  consolidated  financial
statements and the notes thereto appearing elsewhere in this Report.

<TABLE>
<CAPTION>

Operations Data (a):
(In thousands, except per share data)
                                                                                Year Ended December 31         
                                         ------------------------------------------------------------------------
                                             1994            1995            1996          1997           1998   
                                         ------------    ------------    -----------  -------------  ------------

<S>                                         <C>              <C>            <C>            <C>            <C>     
Net revenues   .........................    $ 251,584        $264,983       $255,893       $288,151       $294,802
Cost of sales ..........................      213,948         218,285        201,478        233,284        234,913
                                           ----------        --------       --------        -------       --------
Gross profit  ..........................   $   37,636       $  46,698      $  54,415       $ 54,867       $ 59,889
Selling, general and
    administrative......................       31,910          30,844         27,549         24,126         24,651
Restructuring    ......................         2,075         -               -               -              -    
                                           ----------        --------       --------        -------       --------

Operating income    ....................   $     3,651      $  15,854      $  26,866       $ 30,741       $ 35,238
Interest expense  ......................       (4,164)         (4,335)        (4,166)        (1,659)        (1,062)
Other income, net   ....................          346             828            841            904          1,990
                                           ----------        --------       --------        -------       --------

Income (loss) from continuing
 operations before income
 taxes ................................   $      (167)      $  12,347      $  23,541       $ 29,986       $ 36,166
Provision (credit) for taxes
 on income  (c) ........................        -               -            (29,067)        11,200         13,647
                                           ----------        --------       --------        -------       --------

Income (loss) from
 continuing operations  ...............   $      (167)      $  12,347      $  52,608       $ 18,786       $ 22,519
Discontinued operations (b)  ...........      (21,593)        (15,888)         -             -            -
Extraordinary gain (loss) on
 debt  .................................           -            -             (1,315)         4,568       -       
                                           ----------        --------       --------        -------       --------
Net income (loss)  .....................    $ (21,760)      $ ( 3,541)     $  51,293       $ 23,354       $ 22,519
                                            =========       =========      =========       ========       ========

Basic/Diluted earnings (loss) per common share:
  Continuing operations   ..............  $      (.01)$        .77      $       3.28    $     1.17      $     1.40
  Discontinued operations (b) ..........        (1.37)          (.99)         -             -                -
  Extraordinary item ...................         -             -               (.08)            .28          -    
                                           ----------        --------       --------        -------       --------
Net income (loss) per
    common share   .....................  $     (1.38)$      (.22)      $       3.20     $     1.45     $     1.40
                                          ===========      ==========      =========       ========      =========

Weighted average number of
 common shares outstanding .............       15,808          15,932         16,017         16,056         16,060
                                          ===========      ==========      =========       ========      =========

Cash dividends declared per
 common share    .......................           -             -             -               -              -   
                                          ===========      ==========      =========       ========      =========


</TABLE>

<TABLE>
<CAPTION>

Balance Sheet Data (a):
(Thousands)
                                                                                   December 31                 
                                           ---------------------------------------------------------------------
                                               1994           1995             1996          1997         1998  
                                           ------------   -----------      ----------   -----------  -----------
<S>                                       <C>             <C>              <C>          <C>          <C>       
Working capital  .......................  $     9,826     $        88      $   2,603    $   35,127   $   51,063
Total assets     .......................      137,400         108,479        143,914       143,544      149,991
Long-term debt (current
  portion)       .......................          134            -             7,455         5,000         -
Long-term debt (excluding
  current portion)......................       43,421          40,530         20,000        10,000         -
Stockholders' equity
  (deficiency)   .......................      (35,693)        (29,994)        26,244        49,746       71,972
                                          ===========      ==========     ==========     =========    =========


</TABLE>


(a)       The consolidated  statements of income are reclassified to reflect the
          operating results of the Concrete Construction Group (measurement date
          was December 1994) and the Building  Products Group  (measurement date
          was December 1995) as discontinued operations. Accordingly, the income
          and expense amounts of such business  segments prior to the respective
          measurement  dates  are  classified  as  a  single  line  item  within
          discontinued  operations.  For  purposes of the  consolidated  balance
          sheets,  the net assets and  liabilities  of such  business  segments,
          including any loss provisions, were recorded net as of the measurement
          dates.

(b)       Losses from  discontinued  operations  are  reported net of income tax
          expense  (benefit)  of  $256,000  and  $(400,000)  in 1994  and  1995,
          respectively.

(c)       In the third quarter of 1996,  the Company  recorded tax assets of $31
          million,  or  $1.93  per  share,  reflecting  future  benefits  of the
          Company's  net  operating  loss  carryforwards  and other  tax  timing
          differences.  Had 1996 been reported with a full tax provision, income
          from continuing operations before extraordinary gain/(loss) would have
          been approximately $14.4 million, or $.89 per share.


<PAGE>


ITEM 7.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 ---------------------------------------------------------------
                 RESULTS OF OPERATIONS
                 ---------------------


RESULTS OF OPERATIONS:

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH YEAR ENDED DECEMBER 31, 1997

          Revenues  for 1998 were $294.8  million  compared to $288.2  million a
year ago, a 2.3% increase.  The Company entered 1998 with a strong backlog,  and
order inflow  continued at an excellent  level  throughout  the year  reflecting
continued  good  industry  conditions.  Weather  conditions in the winter months
delayed shipments until later in the year.  Beginning late in the second quarter
and throughout the third quarter,  the Company was operating at or near capacity
at most  plants  preventing  shipments  from  catching up with the losses due to
delays earlier in the year.  Fourth  quarter  volumes were higher than normal as
our  deliveries  continued  their  catch up from  earlier.  Revenue  gains  were
experienced in each market of the business  except the West Coast and Canada.  A
slowdown in the Canadian  economy  caused  revenues in this  location to decline
approximately  7% from  1997.  Tariffs  in the Far East  continue  to reduce the
amount of export  business  for the West  Coast  operation,  and the  California
construction  economy is still catching up with growth rates  experienced in the
rest of the Company's regions.

          Favorable  revenue mix and lower  discounts to customers  caused gross
margins to increase from 19.0% last year to 20.3% in 1998. In 1997,  the Company
had higher revenue from products that are supplied to customers but manufactured
by  others,  which  generally  provide  lower  margins to the  Company,  but are
necessary to meet competitive  demands. In 1997, there were also higher revenues
from erection and subcontract activities where the margins are not as high.

          Operating  margins  improved  from  10.7%  in 1997 to  12.0%  in 1998.
Selling,  general,  and administrative ("S,G & A") costs remained steady at 8.3%
of revenues in 1997 and 1998.

          Income before taxes further  improved in 1998 from 1997 as a result of
reduced  interest  expense  and  increased  interest  income.  Interest  expense
declined $.6 million from 1997 due to lower interest rates in 1998 combined with
lower debt  balances as the term loan was paid in full in  September  1998.  The
Company  experienced  higher  interest  income  reflecting  higher  average cash
balances.

          For the year,  income before taxes was $36.2 million compared to $30.0
million in 1997. This  represents a 20.6% increase  between years resulting from
favorable revenue mix, lower discounts to customers, increased interest revenue,
and reduced  borrowing  expenses.  Pretax income  increased to 12.3% of revenues
compared to 10.4% last year. The effective tax rate was somewhat  higher because
of  lower  Canadian  income  on which  no tax has  been  recognized  due to past
operating losses.

          Net income in 1997 includes an extraordinary  item related to the debt
refinancing.  The  Company  recorded  a  $4.6  million  credit  eliminating  the
previously recorded accrued interest on the 12% debentures that were redeemed in
January 1997.

          At December  31, 1998 the  backlog of unfilled  orders  believed to be
firm was  approximately  $69.3 million compared to $72.7 million at December 31,
1997.


<PAGE>


YEAR ENDED DECEMBER 31, 1997 COMPARED WITH YEAR ENDED DECEMBER 31, 1996

          Revenues for 1997 were $288.2  million  compared to $255.9  million in
1996, a 12.6% increase.  The increase in revenues was  essentially  equal to the
growth rate experienced by the metal buildings'  industry  overall.  The Company
entered 1997 with a strong backlog,  and order inflow  continued at an excellent
level throughout the year.  Additionally,  the Company  benefited from the first
full year of utilization of plant capacity  additions made over the previous two
years.  Revenue gains were experienced in each market of the business except the
West Coast.  New tariffs in the Far East  reduced the amount of export  business
for that operation,  and the California  construction economy continued to catch
up with growth rates in the rest of the Company's regions.  Competitive  pricing
experienced in all regions partially reduced the revenue benefits from increased
volumes.  Several  competitors  added capacity over the previous two years,  and
their efforts to fill their plants resulted in a difficult pricing  environment.
This affected the Company's margins as discussed below.

          The price pressures experienced in the first three quarters along with
an unfavorable product mix caused gross margins to decline from 21.3% in 1996 to
19.0% in 1997.  Margins began to improve  toward the end of 1997 as companies in
the industry were operating at or near capacity,  but this  improvement  was not
enough to make up for the margin  points lost in the early part of the year.  In
1997,  the Company also had higher  revenue from  products  that are supplied to
customers but  manufactured by others,  which are generally at a lower margin to
the Company  and are  necessary  to meet  competitive  demands.  There were also
higher revenues from erection and subcontract  activities  where the margins are
not as high.

          Despite the gross margin  decline,  operating  margins  improved  from
10.5% in 1996 to 10.7% in 1997.  S,G & A costs  declined  to 8.4% of revenues in
1997 from 10.8% in 1996.  In 1997,  the Company  realized a full year's  benefit
from the relocation of the corporate  office in 1996 and reduced  relocation and
other  transitional  costs. In 1997, there were additional savings in salary and
benefit  costs due to  reduced  corporate  staff.  The costs of post  retirement
plans, which continue despite the plans being frozen or scaled back, declined by
$.6 million.  In addition,  several major systems  efforts of the past few years
concluded, and, correspondingly, development costs were reduced.

          A  major  factor  in the  improved  pretax  results  in  1997  was the
substantial  reduction in interest and other financing costs achieved during the
year.  These costs were down $2.5  million  from 1996.  This was a result of the
debt refinancing completed in January 1997, with a new revolving credit and term
loan agreement  significantly lowering borrowing and letter of credit costs. The
Company also changed its surety bonding source,  reducing  bonding costs.  Total
borrowings were reduced by approximately $12 million during the year.

          For the year,  pretax  income  was  $30.0  million  compared  to $23.5
million in 1996. This  represented a 27.4% increase between years resulting from
increased revenues, reduced S, G & A costs and reduced borrowing expenses.
Pretax income increased to 10.4% of revenues compared to 9.2% in 1996.

          In the  third  quarter  of  1996,  the  Company  recorded  tax  assets
reflecting  the  future  tax  benefits  of  the  Company's  net  operating  loss
carryforwards  and tax timing  differences.  Thus,  1996 had a net tax credit of
$29.1 million  representing this tax benefit partially offset by a provision for
taxes in the last quarter of 1996. Throughout 1997, the results have reflected a
full tax charge at the Company's  effective tax rate on income.  This results in
income before  extraordinary items declining from $52.6 million in 1996 to $18.8
million in 1997.  However,  had 1996 been  reported with a full tax charge as in
1997,  income  before   extraordinary  items  for  that  year  would  have  been
approximately $14.4 million, or $.89 per share.


<PAGE>


          Net income for each year reflects an extraordinary item related to the
debt  refinancing.  In 1996, a $1.3 million net charge was recorded to write-off
the remaining deferred debt issuance costs and prepayment penalties on a portion
of the debt. In 1997, the Company recorded a $4.6 million credit eliminating the
previously recorded accrued interest on the 12% debentures that were redeemed in
January 1997.

          At December  31, 1997 the  backlog of unfilled  orders  believed to be
firm was  approximately  $72.7 million compared to $72.1 million at December 31,
1996.

LITIGATION AND ENVIRONMENTAL

          There are various proceedings pending against or involving the Company
which are  ordinary  or routine  given the nature of the  Company's  existing or
prior businesses.  The Company has recorded  liabilities for litigation where it
is both probable that a loss has been incurred and the amount of the loss can be
reasonably  estimated.  While the  outcome of the  Company's  legal  proceedings
cannot be predicted  with  certainty,  management  does not expect these matters
will have a material  adverse  effect on the  Company's  consolidated  financial
statements.

          The Company has been identified as a potentially  responsible party by
Federal and state  authorities for clean-up at various waste disposal sites. The
Company has engaged appropriate third parties to perform feasibility studies and
assist in estimating the cost of investigation  and remediation.  Although it is
difficult to reasonably quantify future environmental expenditures,  the Company
has accrued  environmental and clean-up costs of a non-capital nature when it is
both  probable  that a loss has been  incurred and the amounts can be reasonably
estimated.   As  of  December  31,  1998,  the  Company  recorded  reserves  for
environmental  matters of  approximately  $5.3  million.  Based  upon  currently
available information, including the reports from third parties, management does
not believe any loss in excess of the amounts  accrued  would be material to the
consolidated financial statements.

          With respect to the environmental  clean-up  matters,  the Company has
claimed coverage under its insurance policies for past and future clean-up costs
related  to certain  sites for which the  Company  believes  it is  entitled  to
defense  and  indemnification  under its  insurance  policies.  The  insurer has
refused to admit or deny coverage under the Company's policies. As a result, the
Company  has filed a complaint  against the insurer  seeking to recover the past
and future clean-up costs. It is not currently possible to predict the amount or
timing of proceeds, if any, from the ultimate disposition of this matter.

LIQUIDITY AND CAPITAL RESOURCES

During 1998, the Company generated  approximately $41.8 million in cash from its
operating  activities  compared to $30.5  million in 1997.  A major part of this
increase was the $6.2  million  increase in pretax  income.  The Company paid no
cash  income  taxes in 1998 and  1997.  Good  cash  collections  coupled  with a
decrease  in  inventory  on hand  also  contributed  to the  increase  in  cash.
Depreciation was up slightly from the prior year reflecting capital expenditures
made in the last few years.

The Company's  available net  operating  losses for Federal  income tax purposes
will be utilized  during 1999. In 1999 and future years,  the Company expects to
pay Federal income taxes.  The  sheltering of the Company's  income through loss
carryforwards  generated  cash of $13.6  million  and $11.2  million in 1998 and
1997, respectively.

Expenditures  related to  discontinued  operations  were  consistent in 1997 and
1998.  Most of the cash flow in both years was related to payments on cleanup of
environmental  sites and resolving  worker's  compensation and general liability
cases from sold  businesses.  Expenditures  for these  matters are  dependent on
several  factors  including  construction  activity at the cleanup sites and the
ability to settle  litigation on favorable  terms.  The  Company's  reserves for
these matters are approximately $25 million.  Management will continue to pursue
settlement of these matters where possible and where favorable resolution can be
accomplished.



<PAGE>


Cash spent for additions to the Company's  plant and equipment was $5.1 million.
Some  expenditures  at existing  plants were delayed  pending  further  analysis
related to the Company's new Tennessee plant. These expenditures will be made in
1999 and subsequent years along with additional spending to improve productivity
at the Company's  existing plants. We expect 1999 capital  expenditures to be at
higher levels than the Company has experienced in the last several years.

Available  cash  was  used  to  eliminate  the  Company's  term  debt  in  1998.
Approximately $8.4 million of letters of credit were outstanding at December 31,
1998,  most of which related to the Company's  self  insurance  programs.  Also,
approximately  $1.5  million of  performance  and other bonds were  outstanding.
Should there be a need for additional liquidity, the Company has available a $15
million revolving credit agreement of which a maximum of $12 million can be used
to support letters of credit.

YEAR 2000

The "Year 2000" issue is the result of computer programs being written using two
digits  rather  than  four  to  define  the   applicable   year.   Specifically,
computational  errors are a known risk with respect to dates after  December 31,
1999.  The Company has  assessed its computer  equipment  and business  computer
systems and is in the  process of  assessing  its  manufacturing  equipment  and
facilities with embedded systems to prepare for the Year 2000.

Management  believes the  modifications of its business computer systems will be
completed in adequate time to enable proper processing of transactions  relating
to the  Year  2000 and  beyond.  The  anticipated  date of  completion  of these
modifications  is May  1999.  Expenditures  for this  process  approximate  $2.0
million to date,  and the Company has  budgeted  an  additional  $.7 million for
completion.  Until the assessment of manufacturing  equipment and facilities has
been completed, it is impossible to determine, with any degree of certainty, the
timetable for completion of potential  modifications or related costs.  However,
preliminary  observations  of  equipment  and  facilities  which could create an
element of Year 2000 risk  indicate that costs of possible  modifications  would
not be  material  and  would be  completed  in  adequate  time to  minimize  any
significant Year 2000 risks.

While the Company believes that its efforts will adequately address its internal
Year 2000  concerns,  there are key risk factors  associated  with the Year 2000
that the  Company  cannot  directly  control,  primarily  the  readiness  of its
customers, key suppliers, public infrastructure suppliers and other vendors. The
Company is in the  process  of  communicating  with key third  parties to assess
their Year 2000  readiness.  Because  the market for the  Company's  products is
comprised  of  numerous  customers  with  a  variety  of  sizes  and  levels  of
sophistication,  the  noncompliance  with  Year 2000 of any one would not have a
detrimental impact on the Company's financial position or results of operations.
Based upon the  Company's  findings  relating  to the  compliance  status of its
significant  suppliers,  the Company will establish contingency plans which will
involve identification of alternative sources of supply, development of business
resumption plans, and evaluation of alternative manual processes. Actions may be
as simple as locating an alternative material vendor who is Year 2000 compliant,
or as complex as curtailing  operations in one or more  locations due to lack of
electrical power.

The Company  cannot  predict the  likelihood of a significant  disruption of its
customers' or suppliers'  businesses or of the economy as a whole,  any of which
could have a material adverse impact on the Company.

This is a Year 2000  Readiness  Disclosure  Statement  within the meaning of the
Year 2000 Information and Readiness Disclosure Act (P.L.105 - 271).


<PAGE>


"SAFE HARBOR" PROVISIONS

The  Company  may  from  time  to time  make  written  or  oral  forward-looking
statements,  including  statements  contained in the Company's  filings with the
Securities and Exchange Commission and its reports to stockholders.  This Annual
Report on Form 10-K contains  forward-looking  statements  made in good faith by
the Company pursuant to these "safe harbor" provisions of the Private Securities
Litigation   Reform  Act  of  1995.  In  connection  with  these  "safe  harbor"
provisions,  the Company  identifies  important  factors that could cause actual
results  to  differ  materially  from  those  contained  in any  forward-looking
statements made by or on behalf of the Company.  Any such statement is qualified
by reference to the following cautionary statements.

The Company's business operates in a highly competitive market and is subject to
changes in general  economic  conditions,  raw  material  pricing,  competition,
changes in customer preferences,  foreign exchange rate fluctuations, the degree
of acceptance of new product introductions,  the uncertainties of litigation, as
well  as  other  risks  and  uncertainties  detailed  from  time  to time in the
Company's Securities and Exchange Commission filings.

Developments  in any of these areas could cause the Company's  results to differ
materially  from  results  that have been or may be projected by or on behalf of
the Company.

The  Company  cautions  that the  foregoing  list of  important  factors  is not
inclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement that may be made from time to time by or on behalf of the Company.


ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCUSSIONS ABOUT MARKET RISK
                  ----------------------------------------------------------

          Not Applicable


<PAGE>


ITEM  8.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                  -------------------------------------------
<TABLE>


                           ROBERTSON-CECO CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)

<CAPTION>

                                                                          For the Years Ended December 31  
                                                               -------------------------------------------
                                                                 1996             1997               1998    

<S>                                                             <C>              <C>              <C>     
NET REVENUES  .............................................     $255,893         $288,151         $294,802

COST OF SALES  ............................................      201,478          233,284          234,913
                                                               ---------        ---------        ---------

GROSS PROFIT  .............................................       54,415           54,867           59,889

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES  .............       27,549           24,126           24,651
                                                               ---------        ---------        ---------

OPERATING INCOME ..........................................       26,866           30,741           35,238
                                                               ---------        ---------        ---------

OTHER INCOME (EXPENSE):
     Interest expense  ....................................       (4,166)          (1,659)          (1,062)
     Other income - net  ..................................          841              904            1,990
                                                               ---------        ---------        ---------
                                                                  (3,325)            (755)             928
                                                               ---------        ---------        ---------

INCOME BEFORE PROVISION (CREDIT) FOR TAXES ON INCOME ......       23,541           29,986           36,166

PROVISION (CREDIT) FOR TAXES ON INCOME                           (29,067)          11,200           13,647
                                                                ---------        ---------        ---------
 
INCOME BEFORE EXTRAORDINARY ITEM  .........................       52,608           18,786           22,519

EXTRAORDINARY GAIN (LOSS) ON DEBT REDEMPTION ..............       (1,315)           4,568            -    
                                                               ----------       ---------        ---------

NET INCOME    ............................................      $ 51,293         $ 23,354         $ 22,519
                                                               =========        =========         ========

BASIC/DILUTED EARNINGS PER COMMON SHARE

INCOME BEFORE EXTRAORDINARY ITEM...........................     $   3.28         $   1.17         $   1.40

EXTRAORDINARY ITEM  .......................................         (.08)             .28                -    
                                                               ----------       ---------        ---------

NET INCOME    ...........................................       $   3.20         $   1.45         $   1.40
                                                               =========        =========         ========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
         OUTSTANDING  .....................................       16,017           16,056           16,060
                                                               =========        =========         ========







                                            See Notes to Consolidated Financial Statements.

</TABLE>



<PAGE>

<TABLE>

                                                      ROBERTSON-CECO CORPORATION
                                                      CONSOLIDATED BALANCE SHEETS
                                                            (In thousands)

<CAPTION>

                                                                                                    December 31           
                                                                                            --------------------------
                                                                                            1997                1998  
                                                                                            ----                ----  
<S>                                                                                          <C>              <C>      

ASSETS

CURRENT ASSETS:
     Cash and cash equivalents  ......................................................       $ 19,461         $  38,203
     Accounts and  notes receivable, less allowance
       for doubtful accounts:  1997, $1,690; 1998, $1,795  ...........................         28,249            29,878
     Inventories  ....................................................................         13,702            11,518
     Deferred taxes, current  ........................................................         15,688             4,476
     Other current assets  ...........................................................            557               621
                                                                                             --------         ---------
         Total current assets  .......................................................         77,657            84,696
                                                                                             --------         ---------

PROPERTY, PLANT AND EQUIPMENT - AT COST:
     Land   ..........................................................................          1,654             1,654
     Buildings and improvements  .....................................................         11,136            11,550
     Machinery and equipment  ........................................................         33,037            38,309
     Construction in progress  .......................................................          3,581             1,596
                                                                                             --------         ---------
                                                                                               49,408            53,109
     Less accumulated depreciation  ..................................................        (22,902)          (25,900)
                                                                                             --------         ---------
         Property, Plant and Equipment - net .........................................         26,506            27,209
                                                                                             --------         ---------

EXCESS OF COST OVER NET ASSETS OF ACQUIRED
     BUSINESSES, LESS ACCUMULATED AMORTIZATION:
     1997, $6,741; 1998, $7,569  .....................................................         25,783            24,955

DEFERRED TAXES, NON-CURRENT  .........................................................         12,329            12,373

OTHER NON-CURRENT ASSETS  ............................................................          1,269               758
                                                                                             --------         ---------

         Total assets  ...............................................................       $143,544          $149,991
                                                                                             ========          ========
















                                            See Notes to Consolidated Financial Statements.


</TABLE>


<PAGE>


<TABLE>

                                                      ROBERTSON-CECO CORPORATION
                                                      CONSOLIDATED BALANCE SHEETS
                                            (In thousands, except share and per share data)

<CAPTION>


                                                                                                        December 31             
                                                                                          ----------------------------------
                                                                                              1997                   1998   
                                                                                          -----------         --------------
<S>                                                                                       <C>                 <C>      
LIABILITIES

CURRENT LIABILITIES:
     Current portion of long-term debt  ............................................      $   5,000           $       0
     Accounts payable  .............................................................         13,209              11,340
     Accrued payroll and benefits  .................................................          7,525               8,137
     Other accrued liabilities  ....................................................         16,796              14,156
                                                                                         ----------          ----------

         Total current liabilities  ................................................         42,530              33,633

LONG-TERM DEBT, LESS CURRENT PORTION  ..............................................         10,000             -

DEFERRED INCOME TAXES  .............................................................          5,891               5,830

OTHER LONG-TERM LIABILITIES  .......................................................         35,377              38,556

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

COMMON STOCK
     Par value per share $.01
     Authorized shares:  30,000,000
     Issued and outstanding shares:  1997 - 16,111,550; 1998 - 16,096,550  .........            161                 161
CAPITAL SURPLUS  ...................................................................        178,256             178,233
ACCUMULATED DEFICIT  ...............................................................       (128,173)           (105,654)
DEFERRED COMPENSATION  .............................................................           (160)               (105)
ACCUMULATED OTHER COMPREHENSIVE INCOME  ............................................           (338)               (663)
                                                                                        -----------          ----------

     Stockholders' equity  .........................................................         49,746              71,972
                                                                                         ----------          ----------

         Total liabilities and stockholders' equity  ...............................      $ 143,544           $ 149,991
                                                                                          =========           =========









                                            See Notes to Consolidated Financial Statements.


</TABLE>

<PAGE>


<TABLE>

                           ROBERTSON-CECO CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>

                                                                                                For the Years Ended December 31    
                                                                                      ---------------------------------------------
                                                                                           1996           1997                1998 
                                                                                           ----           ----                ---- 

<S>                                                                                  <C>                <C>              <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before extraordinary item  ..............................................     $   52,608          $  18,786        $ 22,519
Adjustments to reconcile income before extraordinary item to net
 cash provided by operating activities:
     Depreciation   ............................................................          3,272              3,660            4,152
     Amortization   ............................................................          2,140                933            1,071
     Changes in assets and liabilities :
       (Increase) decrease in accounts and notes receivable  ...................          2,876             (5,864)          (1,629)
       (Increase) decrease in inventories  .....................................         (2,329)             2,115            2,184
       (Increase) decrease in deferred tax assets   ............................        (29,067)            11,200           13,647
       Increase (decrease) in accounts payable  ................................         (5,507)               631           (1,869)
       Net changes in other assets and liabilities  ............................         (2,206               (974)           1,736
                                                                                    -----------        -----------       ----------

     NET CASH PROVIDED BY OPERATING ACTIVITIES  ................................         21,787             30,487           41,811
                                                                                    -----------        -----------       ----------

     NET CASH USED FOR DISCONTINUED OPERATIONS  ................................         (8,160)            (2,915)          (2,935)
                                                                                    -----------        -----------       ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures  ..........................................................         (3,366)            (7,267)          (5,134)
                                                                                    -----------        -----------       ----------

     NET CASH USED FOR INVESTING ACTIVITIES  ...................................         (3,366)            (7,267)          (5,134)
                                                                                    -----------        -----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings  ............................................             -              20,000               -
Payments on long-term debt  ....................................................         (5,000)           (32,731)         (15,000)
Payments of capitalized interest on 12% Notes  .................................         (2,704)              (338)              -  
                                                                                    -----------        -----------       ----------

     NET CASH USED FOR FINANCING ACTIVITIES  ...................................         (7,704)           (13,069)         (15,000)
                                                                                    -----------        -----------       ----------

     NET INCREASE IN CASH AND  CASH EQUIVALENTS  ...............................          2,557              7,236           18,742
     CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD  ..........................          9,668             12,225           19,461
                                                                                    -----------        -----------       ----------

     CASH AND CASH EQUIVALENTS - END OF PERIOD  ................................     $   12,225          $  19,461       $   38,203
                                                                                     ==========          =========       ==========

SUPPLEMENTAL CASH FLOW DATA Cash payments made for:
     Interest ..................................................................     $    4,767          $   1,936       $      882
                                                                                     ==========          =========       ==========

     Income taxes  .............................................................     $     -             $      -        $       -  
                                                                                      ==========          =========      ==========




                 See Notes to Consolidated Financial Statements


</TABLE>

<PAGE>







<TABLE>


                                                      ROBERTSON-CECO CORPORATION
                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                            (In thousands)
<CAPTION>

                                                                                               Excess of
                                                                                               Additional
                                                                                             Pension Liability
                                                                                             Over Unrecognized           Accumulated
                                                                                   Retained       Prior                     Other
                                                 Common     Capital                Earnings      Service     Deferred  Comprehensive
                                                  Stock     Surplus     Warrants   (Deficit)      Cost     Compensation     Income

<S>                                            <C>          <C>         <C>          <C>          <C>          <C>         <C>      
BALANCE DECEMBER 31, 1995                      $    162     $172,350    $ 6,042      $(202,820)   $(5,001)     $ (398)     $   (329)
Net income for the year  ...................                                            51,293
Change in excess of additional
  pension liability over
  unrecognized prior service
  cost .....................................                                                        5,001
Expiration of warrants  ....................                   6,042     (6,042)
Issuances (forfeitures) under employee
  plans, net  ..............................         (1)        (136)                                              65
Amortization of deferred
  compensation    ..........................                                                                      138
Foreign currency translation
  adjustments for the year .................                                                                                   (122)

BALANCE DECEMBER 31, 1996                                        161    178,256          -       (151,527)     -               (195)
(451)
Net income for the year   ..................                                            23,354
Amortization of deferred
  compensation    ..........................                                                                       35
Foreign currency translation
  adjustments for the year .................                                                                                    113

BALANCE DECEMBER 31, 1997                           161      178,256     -            (128,173)     -            (160)         (338)
Net income for the year   ..................                                            22,519
Issuances (forfeitures) under employee
  plans, net  ..............................                    (23)                                               23
Amortization of deferred
 compensation    ...........................                                                                       32
Foreign currency translation
 adjustments for the year  .................                                                                                   (325)

BALANCE DECEMBER 31, 1998                      $    161     $178,233    $   -        $(105,654)   $     -     $  (105)    $    (663)
                                               ========     ========    ==========   =========    ==========  =======     =========








                 See Notes to Consolidated Financial Statements.




</TABLE>



<PAGE>



                           ROBERTSON-CECO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1996, 1997 AND 1998


1.     NATURE OF BUSINESS

       Robertson-Ceco  Corporation  (the  "Company"),  owns and  operates  three
custom  engineered  metal  building  operations:  Ceco  Building  Systems,  Star
Building Systems,  and H. H. Robertson Building Systems (Canada).  The Company's
custom engineered metal buildings are manufactured at plants in California, Iowa
(two  separate  plant  locations),  Mississippi,  North  Carolina,  and Ontario,
Canada.  The buildings  are sold  primarily  through  builder  networks  located
throughout  the  United  States  and  Canada in the  industrial  and  commercial
building market.  The buildings are erected by the builder network  supplemented
by subcontractors and, in certain cases, by Company erection crews.


2.     SUMMARY OF ACCOUNTING POLICIES

       Basis of Presentation

       The consolidated financial statements include the accounts of the Company
and  all  subsidiaries.   Intercompany   balances  and  transactions  have  been
eliminated.  Certain  previously  reported  amounts  have been  reclassified  to
conform to the 1998 presentation.

       Use of Estimates

       The  preparation  of financial  statements in conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure  of contingent  assets and  liabilities  and the reported  amounts of
revenues and expenses  during the reporting  period.  Actual  results may differ
from these estimates.

       Comprehensive Income

       Statement  of  Financial   Accounting   Standards   No.  130,   Reporting
Comprehensive  Income  ("SFAS No.  130") was  issued in June 1997 with  adoption
required  for fiscal years  beginning  after  December  31,  1997.  SFAS No. 130
requires the presentation of an additional income measure (termed "comprehensive
income"), which adjusts traditional net income for certain items that previously
were  only  reflected  as direct  charges  to equity  (such as  minimum  pension
liabilities and foreign currency translation adjustments).  The dollar amount of
the Company's  adjustments  required by SFAS No. 130 is not significant so there
is  not  a  significant   difference   between   "traditional"  net  income  and
comprehensive income.

       Foreign Currency Translation

       Asset and liability accounts of foreign  subsidiaries are translated into
U.S.  dollars  at  current  exchange  rates.  Income and  expense  accounts  are
translated at average  rates.  Any  unrealized  gains or losses arising from the
translation  are  charged  or  credited  to  the  foreign  currency  translation
adjustments account included in stockholders' equity. Foreign currency gains and
losses resulting from transactions are not material.



<PAGE>


       Inventories

       Inventories are valued at the lower of cost or market. Cost is determined
using the last-in, first-out ("LIFO") method.


       Property

       Property  is stated  at cost.  Depreciation  is  computed  for  financial
statement purposes by applying the straight-line method over the estimated lives
of the property. For income tax purposes, assets are generally depreciated using
accelerated methods.

       Estimated  useful  lives used in  computing  depreciation  for  financial
statement purposes are as follows:


       Land improvements  ...................................        10-25 years
       Buildings and building equipment  ....................        25-33 years
       Machinery and equipment  .............................         3-16 years

       Income Taxes

       The  provision  for income  taxes is based on  earnings  reported  in the
financial  statements.  Deferred tax assets,  when  considered  realizable,  and
deferred tax liabilities are recorded to reflect temporary  differences  between
the tax  bases  of  assets  and  liabilities  for  financial  reporting  and tax
purposes.

       Revenue

       Revenue from product sales is recognized  generally upon passage of title
or acceptance at a job site.  Revenue from  construction  services is recognized
using the  percentage-of-completion  method which recognizes income ratably over
the period during which  contract  costs are  incurred.  A provision for loss on
construction  services in  progress is made at the time a loss is  determinable.
Warranty costs are accrued at the time of revenue recognition.

       Insurance Liabilities

       The  Company is self-insured in the U.S. for certain coverages subject to
specific   retention  levels.   Insurance   liabilities   consist  of  estimated
liabilities incurred but not yet paid.

       Deferred Revenues

       Billings in excess of revenues are reflected in other accrued liabilities
as deferred revenues.

       Excess of Cost Over Net Assets of Acquired Businesses

       The excess of cost over the net assets of acquired  businesses relates to
the Company's acquisitions of its Ceco and Star metal buildings businesses. Such
costs are being  amortized on a  straight-line  basis over a period of 40 years.
Management  periodically  reviews the carrying value to determine  whether facts
and circumstances exist which would indicate that the assets are impaired.

       Cash and Cash Equivalents

       As used in the  consolidated  statements of cash flows,  cash equivalents
represent those  short-term  investments  that can be easily converted into cash
and that have original maturities of three months or less.


<PAGE>


       Earnings per Common Share

       Basic  earnings  per share is based on the weighted  average  outstanding
shares of the Company's  common stock.  Diluted  earnings per share includes the
dilutive effect of outstanding  warrants to purchase common stock and restricted
stock, if the effect is not anti-dilutive.



3.     CASH AND RELATED MATTERS

       Cash and cash equivalents consisted of the following:

                                                             December 31  
                                                       ----------------------
                                                           1997         1998
                                                           ----         ----
                                                              (thousands)

       Cash   ....................................     $   4,188    $    -
       Time deposits  ............................        15,273       38,203
                                                       ---------    ---------
                                                       $  19,461    $  38,203
                                                       =========    =========

4.     ACCOUNTS RECEIVABLE

       The Company  grants credit to its customers,  substantially  all of which
are involved in the construction industry. Accounts receivable included unbilled
retainages  of $1.0  million and $.5  million,  at  December  31, 1997 and 1998,
respectively. There were no retainages due beyond one year at December 31, 1998.


5.     INVENTORIES

       Inventories consisted of the following:

                                                             December 31   
                                                     ------------------------
                                                        1997         1998   
                                                        ----         ----   
                                                            (thousands)

       Work in process  ........................     $  5,327       $  4,121
       Materials and supplies  .................        8,375          7,397
                                                    ---------      ---------
                                                      $13,702        $11,518

       At December 31, 1997 and 1998,  all  inventories  were valued on the LIFO
method.  The FIFO value of these inventories was approximately  $0.1 million and
$0.6  million  greater  than  their LIFO value at  December  31,  1998 and 1997,
respectively.



<PAGE>


6.     OTHER LIABILITIES

<TABLE>
<CAPTION>

                                                                                        December 31   
                                                                           --------------------------
                                                                                 1997         1998   
                                                                                 ----         ----   
                                                                                   (thousands)
<S>                                                                        <C>             <C>       
Other accrued liabilities consisted of the following:

       Reserves related to sold or discontinued businesses -
         Insurance liabilities.........................................    $    2,785      $      928
         Environmental   ..............................................         1,750           1,750
         Warranty claim settlement   ..................................         1,000           1,000
         Other  .......................................................           936             845
                                                                          -----------     -----------
                                                                                6,471           4,523
                                                                           ----------      ----------

       Warranty and backcharges    ....................................         3,338           2,607
       Deferred revenue................................................           524             500
       Accrued interest................................................            60          -
       Other  .........................................................         6,403           6,526
                                                                           ----------      ----------
                                                                             $ 16,796        $ 14,156
                                                                             ========        ========
</TABLE>

<TABLE>
<CAPTION>

                                                                                     December 31   
                                                                           ---------------------------
                                                                                 1997         1998   
                                                                                 ----         ----   
                                                                                     (thousands)
<S>                                                                        <C>              <C>      
Other long-term liabilities consisted of the following:

       Reserves related to sold or discontinued businesses -
         Insurance liabilities.........................................    $    3,453       $   6,225
         Environmental   ..............................................         4,792           3,572
         Warranty claim settlement   ..................................         3,000           2,000
         Dispositions..................................................         2,469           3,973
        Other   .......................................................         5,993           4,915
                                                                          -----------      ----------
                                                                               19,707          20,685
                                                                           ----------       ---------

       Warranty and backcharges    ....................................         1,745           2,399
       Other      .....................................................        13,925          15,472
                                                                           ----------       ---------
                                                                            $  35,377        $ 38,556
                                                                            =========        ========
       See Note 11 regarding contingencies.

</TABLE>

7.     DEBT

       Long-term debt consisted of the following:

<TABLE>
<CAPTION>

                                                                                   December 31            
                                                                            ----------------------------
                                                                                 1997              1998 
                                                                                      (thousands)

<S>                                                                         <C>            <C>     
       Term Loan Note  ...............................................      $  15,000      $      -
              Less current portion  ..................................          5,000             -     
                                                                            ----------     ------------
                                                                             $ 10,000      $      -     
                                                                             =========     =============



</TABLE>



<PAGE>


       On December 31,  1996,  the Company  entered into a new credit  agreement
("Credit  Agreement")  with a group of  banks.  Under  the  terms of the  Credit
Agreement,  the lenders agreed to provide a term loan of up to $20 million,  due
June 30,  2001,  which was paid in full in  September  1998.  At that date,  the
Company also reduced the amount  available under the revolving credit and letter
of credit facility from $25 million to $15 million  maturing  December 31, 2001.
Up to $12  million  of the  revolving  credit  facility  can be used to  support
outstanding letters of credit.  Interest on the loans under the Credit Agreement
is based on the prime or the Eurodollar  rate plus a factor which depends on the
Company's ratio of debt to earnings  before taxes,  interest,  depreciation  and
amortization.  In  addition,  the Company  pays a  commitment  fee on the unused
amounts of the credit facility. Availability under the revolving credit facility
is based on eligible accounts receivable and inventory. As of December 31, 1998,
the borrowing  base was  approximately  $29.4 million.  As collateral  under the
Credit Agreement, the Company has granted the lenders a security interest in all
of the  assets  of the  Company  and its  Restricted  Subsidiaries.  The  Credit
Agreement contains certain financial  covenants  restricting  dividend payments,
repurchase of stock and issuance of  additional  debt,  amongst  other  matters.
Under the terms of the Company's debt agreement, $32.8 million was available for
dividends  or  repurchase  of stock at  December  31,  1998.  The  Company is in
compliance with the provisions of the Credit Agreement.

       On December 31, 1996, the Company prepaid its existing term loan and that
credit agreement was terminated. In connection with the prepayment,  the Company
incurred a $.3 million  prepayment  penalty.  This amount,  plus $1.9 million of
deferred  fees and  expenses,  net of  taxes  of $.8  million,  is  recorded  as
extraordinary loss on debt redemption.

       On January 15, 1997, the amounts  outstanding on the Senior  Subordinated
Notes  and  Subordinated   Debentures  were  redeemed  utilizing  proceeds  from
borrowing  under the new term loan in the Credit  Agreement plus available cash.
In  connection  with the  redemption  of the Notes and  Debentures,  the Company
recorded a gain of $4.6 million, net of taxes of $2.9 million.

       At  December  31,  1998,  the  Company had  outstanding  performance  and
financial bonds of $1.5 million,  which generally  provide a guarantee as to the
Company's   performance   under   contracts  and  other   commitments   and  are
collateralized  in part by letters of  credit.  As of  December  31,  1998,  the
Company had  outstanding  letters of credit of $8.4 million used  principally to
support insurance and bonding programs.

8.     RENTAL AND LEASE INFORMATION

        The Company leases  certain  facilities  and equipment  under  operating
leases. Total rental expense was $942,000,  $721,000 and $695,000 for 1996, 1997
and 1998, respectively.

       Future minimum rental  commitments under operating leases at December 31,
1998 are as follows (thousands):


       1999   ........................................        $    776
       2000   ........................................             639
       2001   ........................................             404
       2002   ........................................             377
       2003   ........................................             313
                                                             ---------
                                                               $ 2,509

9.     FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company  enters into various  types of financial  instruments  in the
normal course of business.  The estimated  fair value of amounts are  determined
based on available  market  information  and, in certain  cases,  on assumptions
concerning  the amount and timing of  estimated  future cash flows and  discount
rates reflecting varying degrees of perceived risk. Accordingly, the fair values
may not represent  actual values of the  financial  instruments  that could have
been realized as of year end or that will be realized in the future.  Fair value
for cash and cash equivalents  approximates  carrying value at December 31, 1998
due to the relatively short maturity of these financial instruments.


<PAGE>


10.    TAXES ON INCOME

<TABLE>
<CAPTION>

                                                                        Year Ended December 31               
                                                           --------------------------------------------------
                                                              1996            1997            1998  
                                                              ----            ----            ----  
                                                                          (thousands)
<S>                                                         <C>             <C>              <C>     

      Income before provision for taxes on income:
           Domestic  ...............................        $  22,436       $  27,733        $ 34,496
           Foreign  ................................            1,105           2,253           1,670
                                                            ----------      ---------        --------
                                                            $  23,541       $  29,986        $ 36,166
                                                            =========       =========        ========
       Provision for taxes on income:
       Current taxes:
         Federal  ..................................        $  -            $  -             $   -
         State......................................           -               -                  398
         Foreign  ..................................           -               -                  -  
                                                            ---------       ---------        --------
                                                               -               -                  398
                                                            ---------       ---------        --------
       Deferred Taxes:
         Federal  ..................................          (25,408)          9,472          11,513
         State......................................           (3,659)          1,728           1,736
         Foreign  ..................................          -                -                 -    
                                                            ---------       ---------        --------
                                                              (29,067)         11,200          13,249
                                                            ---------       ---------        --------

       Total provision (credit) for taxes  .........        $ (29,067)      $  11,200        $ 13,647
                                                            ==========      =========        ========

</TABLE>


       A  reconciliation  between taxes computed at the U.S.  statutory  Federal
income tax rate and the provision  (credit) for taxes on income  reported in the
Consolidated Statements of Income follows:

<TABLE>
<CAPTION>

                                                                               Year Ended December 31       
                                                                --------------------------------------------
                                                                      1996          1997             1998  
                                                                      ----          ----             ----  
                                                                                 (thousands)
<S>                                                             <C>               <C>              <C>      
       Tax provision at U.S. statutory rate.................    $      8,239      $   10,495       $  12,658
       Net operating loss benefit...........................            (387)           (788)           (585)
       Research and development tax credit carryforward.....             -                -             (183)
       Benefit attributable to utilizing
         temporary differences  ............................          (7,198)             -               -
       State taxes .........................................             915           1,123           1,387
       Revision of prior year estimates and
         other changes in valuation allowance  .............         (31,000)             -               -
       Other non-deductible expenses   .....................             364             370             370
                                                                ------------      ----------       ---------
       Provision (credit) for taxes on income...............    $    (29,067)     $   11,200       $  13,647
                                                                ============      ==========       =========



</TABLE>


<PAGE>



       The following is a summary of the significant components of the Company's
net deferred tax asset at December 31, 1997 and 1998:

<TABLE>
<CAPTION>

                                                                                    1997               1998 
                                                                                   -------            -------
                                                                                           (thousands)
         Deferred tax assets:
<S>                                                                               <C>             <C>      
          Insurance liabilities...............................................    $    5,082      $   4,724
          Pension liabilities ................................................           688            379
          Warranties and backcharges .........................................         2,849          2,491
          Other expenses not currently deductible  ...........................         8,936          8,380
          Operating loss carryforwards   .....................................        12,276          2,192
          Limited operating loss carryforwards  ..............................         6,213          6,125
          Unrealized loss on sale/disposal of businesses......................         4,247          4,247
                                                                                   ----------     ---------
         Total tax assets ....................................................        40,291         28,538
                                                                                   ---------      ---------

         Deferred tax liabilities:
           Accelerated depreciation  .........................................        (4,059)        (3,997)
          Lifo inventory   ...................................................        (1,832)        (1,833)
                                                                                   ----------     ----------

         Total tax liabilities ...............................................        (5,891)        (5,830)
                                                                                   ----------     ---------

         Deferred tax asset valuation allowance     ..........................       (12,274)       (11,689)
                                                                                   ---------      ---------

         Net deferred tax asset     ..........................................     $  22,126      $  11,019
                                                                                   =========      =========

</TABLE>

         During the third  quarter  1996,  the Company  reduced its deferred tax
asset  valuation  allowance  by $31  million  resulting  in a credit to taxes on
income.  That decision  resulted from continued  profitable  quarterly  results,
successful  implementation  of cost  containment  measures  and  other  factors.
Management  believes  that the  Company  will be able to realize  the  remaining
unreserved portion of its deferred tax asset through future earnings. Management
will continue to evaluate the level of its deferred tax  valuation  allowance at
each balance sheet date and adjust the valuation reserve as warranted by changes
in the Company's expected future profitability or other events.

         At December  31,  1998,  the Company had U.S.  tax net  operating  loss
carryforwards of approximately $136 million. Use of the loss is limited due to a
"Change in Ownership,"  as defined in Section 382 of the Internal  Revenue Code.
The Company's ability to utilize such carryforward is restricted to an aggregate
potential availability of $17.5 million.

         At December 31, 1998, the Company had net operating loss  carryforwards
at its Canadian  subsidiary  of  approximately  $6.3 million which expire in the
years 1999 and 2000.  A valuation  allowance  has been  recorded  for the entire
amount of the deferred  tax assets  attributable  to the Canadian net  operating
loss and other Canadian  temporary  differences.  The reduction in the valuation
allowance is related to the portion of the Canadian net operating  loss utilized
in 1998.


11.      COMMITMENTS AND CONTINGENCIES

         There are various  proceedings pending against or involving the Company
which are ordinary or routine  given the nature of the Company's  business.  The
Company has recorded a liability related to litigation where it is both probable
that a loss has  been  incurred  and the  amount  of the loss can be  reasonably
estimated.


<PAGE>


         The Company continues to be liable for obligations associated with sold
or  discontinued  businesses  prior  to  their  sale  or  disposition  including
liabilities  arising from Company  self-insurance  programs,  unfunded pensions,
warranty  and  rectification   claims,   environmental   clean-up  matters,  and
unresolved litigation. Management has made estimates as to the amount and timing
of the  payment of such  liabilities  which are  reflected  in the  accompanying
consolidated financial statements.  Given the subjective nature of many of these
liabilities, their ultimate outcome cannot be predicted with certainty. However,
based  upon  currently  available  information,  management  does not expect the
ultimate  outcome of such  matters  will have a material  adverse  effect on the
consolidated financial statements.

         The Company has been identified as a potentially  responsible  party by
various state and Federal authorities for clean-up and monitoring costs at waste
disposal sites related to discontinued operations. Due to various factors, it is
difficult to estimate future environmental related expenditures. The Company has
engaged  third parties to perform  feasibility  studies and assist in estimating
the cost of  investigation  and  remediation.  At December 31, 1998, the Company
recorded reserves of approximately $5.3 million,  representing the best estimate
of management and the third parties of future costs to be incurred. The majority
of these  expenditures  are  expected  to be  incurred  in the next five  years.
Although  unexpected events could have an impact on these estimates,  management
does not  believe  that  additional  costs that could be  incurred  would have a
material adverse effect on the consolidated financial statements.

         With respect to the  environmental  clean-up  matters,  the Company has
claimed coverage under its insurance policies for past and future clean-up costs
related  to certain  sites for which the  Company  believes  it is  entitled  to
defense and indemnification under the policies. The insurer has refused to admit
or deny  coverage.  As a result,  the Company has filed a complaint  against the
insurer  seeking  to  recover  the past and  future  clean-up  costs.  It is not
currently possible to predict the amount or timing of proceeds, if any, from the
ultimate resolution of this matter.


12.      LONG-TERM INCENTIVE PLAN

         The Company's  Long-Term  Incentive Plan, (the  "Incentive  Plan"),  as
amended and restated,  provides for the grant of both cash-based and stock-based
awards to eligible  employees of, and persons or entities providing services to,
the Company and its  subsidiaries  and provides for  one-time,  automatic  stock
awards to  non-employee  members of the Board of Directors.  Under the Incentive
Plan,  the  Company  may  provide  awards  in the form of stock  options,  stock
appreciation  rights,  restricted  shares,  performance  awards, and other stock
based  awards.  Currently  up to  1,400,000  shares of common stock are issuable
under the Incentive Plan,  subject to appropriate  adjustment in certain events.
Shares  issued  pursuant to the Incentive  Plan may be  authorized  and unissued
shares or shares held in  treasury.  Awards may be granted  under the  Incentive
Plan through March 19, 2001, unless the plan is terminated  earlier by action of
the Board of Directors.  At December 31, 1998, there were 1,080,000 shares under
the Long-Term Incentive Plan available for grant.

         During  1996,  93,000  restricted  shares  were  forfeited  and  15,000
restricted  shares were issued with a vesting  period of 5 years.  During  1998,
15,000 restricted  shares were forfeited.  At December 31, 1998, 34,000 unvested
restricted shares were outstanding.

         The fair market  value of the  restricted  shares,  based on the market
price  at the  date of the  grant,  is  recorded  as  deferred  compensation,  a
component of stockholders'  equity.  Deferred  compensation expense is amortized
over the period benefited.


13.      RETIREMENT BENEFITS

         The Company amended its U.S.  defined  benefit pension plan,  effective
January 1, 1995,  so that  active  salaried  employees  ceased to accrue  future
benefits after that date.  Additionally,  effective  April 1, 1996, the plan was
further amended so that certain U.S. active hourly employees who are not part of
a collective  bargaining  agreement  will cease to accrue future plan  benefits.
Benefits which are provided under the Company's defined benefit pension plan are
primarily based on years of service and the employee's compensation. Plan assets
of the  Company's  defined  benefit  plan are  invested  in broadly  diversified
portfolios of government  obligations,  mutual  funds,  stocks,  bonds and fixed
income securities.



<PAGE>


         Currently,  the  Company's  funding  policy is to make  payments to its
defined  benefit plan as required by minimum  funding  standards of the Internal
Revenue Code.


         Net pension income of the defined benefit pension plan was:

<TABLE>
<CAPTION>


                                                                             Year Ended December 31           
                                                              ------------------------------------------
                                                                   1996           1997             1998  
                                                                   ----           ----             ----  
                                                                              (thousands)

<S>                                                           <C>             <C>         <C>     
Service cost-benefits earned during the year  ..............  $       63      $      26   $      -
Interest cost on projected benefit obligation  .............       3,766          3,724           3,613
Expected return on assets ..................................      (4,301)        (4,429)         (4,393)
Recognized actuarial loss...................................          51         -               -
Net amortization and deferral  .............................          47             47              47 
                                                              ----------    -----------    -------------
Net pension income .........................................   $    (374)     $    (632)     $     (733)
                                                               ==========     =========      ==========

</TABLE>



         The following table reconciles the Company's benefit obligation for the
defined  benefit  pension plan from the  beginning of the year to the end of the
year:


<TABLE>
<CAPTION>

                                                                                  1997                 1998 
                                                                                -------              -------
                                                                                           (thousands)

<S>                                                                               <C>                <C>      
Benefit obligation at beginning of year  .................................        $ 52,345           $  51,328
Service cost   ...........................................................              26              -
Interest cost  ...........................................................           3,724               3,613
Actuarial loss  ..........................................................           1,536               2,166
Benefits paid   ..........................................................          (6,303)             (6,667)
                                                                                 ---------          ----------
Benefit obligation at end of year  .......................................        $ 51,328           $  50,440
                                                                                 =========           =========

</TABLE>

         The  following  table  reconciles  the  change  in plan  assets  of the
Company's defined benefit pension plan from the beginning of the year to the end
of the year:


<TABLE>
<CAPTION>

                                                                                  1997                 1998 
                                                                                -------              -------
                                                                                           (thousands)

<S>                                                                               <C>                <C>      
Fair value of assets at beginning of year  ...............................        $ 51,756           $  51,274
Actual  return on plan assets  ...........................................           5,821               6,484
Benefits paid  ...........................................................          (6,303)             (6,667)
                                                                                 ---------          ----------
Fair value of assets at end of year ......................................        $ 51,274           $  51,091
                                                                                  ========           =========


</TABLE>



<PAGE>


         The  following  table  sets forth the funded  status and  statement  of
financial position of the Company's defined benefit pension plan:

<TABLE>
<CAPTION>


                                                                                  1997                 1998 
                                                                                -------              -------
                                                                                           (thousands)

<S>                                                                               <C>                 <C>     
Fair value of assets at end of year  .....................................        $ 51,274            $ 51,091
Benefit obligation at end of year  .......................................          51,328              50,440
                                                                                  --------           ---------
Funded status    .........................................................             (54)                651
Unrecognized actuarial gain  .............................................            (610)               (536)
Unrecognized prior service cost  .........................................             134                 105
Unrecognized net obligation  .............................................              85                  68
                                                                               -----------        ------------
Net prepaid/(accrued) benefit cost  ......................................       $    (445)         $      288
                                                                                 =========          ==========


</TABLE>


         Actuarial  assumptions  used for the Company's  defined benefit pension
plan were as follows:


<TABLE>
<CAPTION>

                                                                                      Year Ended December 31       
                                                                            -----------------------------------
                                                                            1996         1997           1998  
                                                                            ----         ----           ----  
                                                                                      (thousands)

<S>                                                                         <C>          <C>             <C> 
       Assumed discount rate  ..................................            7.25%        7.25%           7.0%
       Assumed rate of compensation increase  ..................           -            -              -
       Expected rate of return on plan assets  .................             9.0%         9.0%           9.0%

</TABLE>

       Certain  U.S.  salaried  and  hourly  employees,  who are  not  part of a
collective  bargaining  agreement,  are covered by a defined  contribution  plan
which provides for  contributions  based primarily on compensation  levels.  The
Company funds its contributions to the defined contribution plan currently. Plan
assets of the  defined  contribution  plan are  invested  in a variety  of fixed
income and equity funds.  Expense related to the Company's defined  contribution
plan was:

<TABLE>
<CAPTION>

                                                                                       Year Ended December 31      
                                                                             ---------------------------------
                                                                             1996        1997          1998   
                                                                             ----        ----          ----   
                                                                                       (thousands)

<S>                                                                       <C>          <C>           <C>     
                                                                          $   881      $  1,067      $  1,134
                                                                          =======      ========      ========


</TABLE>

14.    POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS OTHER THAN PENSIONS

       The Company sponsors postretirement medical and life insurance plans that
cover a closed  group of eligible  retirees  and their  dependents.  None of the
plans are funded, nor do they have any plan assets.



<PAGE>


       The  following  table sets forth the funded  status  reconciled  with the
amount recognized in the Company's Consolidated Balance Sheets.

<TABLE>
<CAPTION>

                                                                                             December 31

                                                                                       -----------------------
                                                                                          1997         1998   
                                                                                          ----         ----   
                                                                                              (Thousands)

<S>                                                                                    <C>           <C>       

Accumulated Postretirement Benefit Obligation ("APBO"):
       Retired employees  ....................................................         $ (1,704)     $  (1,231)
                                                                                       ========      =========

       Unfunded accumulated benefit obligation in
         excess of plan assets  ..............................................         $ (1,704)     $  (1,231)
       Unrecognized gain  ....................................................           (4,163)        (3,830)
       Unrecognized transition obligation  ...................................            5,202          4,389
                                                                                    -----------     ----------

       Accrued postretirement benefit cost   .................................        $    (665)     $    (672)
                                                                                      =========      =========

       Weighted average discount rate used in determination of APBO  .........            7.25%           7.0%
                                                                                       ========       ========

</TABLE>

         The following  table  reconciles the Company's  benefit  obligation for
postretirement  medical and life insurance  plans from the beginning of the year
to the end of the year:

<TABLE>
<CAPTION>

                                                                                    1997               1998  
                                                                                  -------          ----------
                                                                                           (thousands)

<S>                                                                               <C>                <C>      
         Benefit obligation at beginning of year  ........................        $   2,236          $   1,704
         Interest cost ...................................................             133                 102
         Actuarial gain  .................................................            (167)             -
         Benefits paid....................................................            (498)               (575)
                                                                                  --------           ---------
         Benefit obligation at end of year ...............................        $  1,704           $   1,231
                                                                                  ========           =========

</TABLE>

       Net periodic postretirement benefit cost for 1996, 1997 and 1998 included
the following components:

<TABLE>
<CAPTION>

                                                                                          Year Ended December 31   
                                                                                -----------------------------------
                                                                                  1996       1997        1998  
                                                                                  ----       ----        ----  
                                                                                         (thousands)

<S>                                                                             <C>          <C>         <C>    
         Interest cost   .................................................      $   195      $  133      $   102
         Amortization of net obligation   ................................        1,261         776          813
         Recognized actuarial gain   .....................................         (328)       (330)        (333)
                                                                                --------     --------    -------
         Postretirement benefit cost......................................      $ 1,128      $  579      $   582
                                                                                ========     ======      =======

         Weighted average discount rate used in
           determination of APBO  ........................................        7.25%        7.25%       7.0%
                                                                                =======     ========     ======


</TABLE>


<PAGE>


       For measurement of the net periodic  postretirement  benefit cost and the
APBO, a 9.75%  annual rate of increase in the per capita cost of covered  health
care  benefits  was  assumed  for the year  1996-1997;  the rate was  assumed to
decline to 7.5% for the year 1997-1998,  and then to decline  uniformly to 5.75%
by the year 2002-2003 and to remain at that level  thereafter.  During 1995, the
Company amended its plans to eliminate health care coverage for participants age
65 and over and  redesigned  existing plans to include,  beginning  during 1996,
various  managed care health care  programs and increased  participant  premiums
resulting in decreased  costs. Due to the elimination of post-65 health coverage
in 1995, the medical trend rate assumption has an immaterial impact on results.


15.      RELATED PARTY TRANSACTIONS

         The Company paid $240,000 during each of the years ended 1996, 1997 and
1998, to an  affiliated  company of the Company's  Chief  Executive  Officer for
manufacturing and certain other consulting services.


16.    QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

       Quarterly financial data is summarized as follows:
       (in thousands, except per share data):


<TABLE>
<CAPTION>

                                                                  First        Second         Third           Fourth
                                                                  -----        ------         -----           ------
       1998
<S>                                                            <C>           <C>             <C>            <C>     
       Revenue  ..........................................     $  62,488     $  74,217       $ 78,281       $ 79,816
       Cost of sales  ....................................        50,827        58,221         61,808         64,057
       Net income  .......................................         3,508         6,519          6,285          6,207
       Net income per common share  ......................     $     .22     $     .41       $    .39       $    .39
                                                               =========     =========       ========       ========

       1997 (a)
       Revenue  ..........................................     $  59,998     $  69,716       $ 79,170      $  79,267
       Cost of sales  ....................................        49,059        56,255         64,496         63,474
       Income before extraordinary item  .................         3,160         4,335          5,579          5,712
       Extraordinary gain on debt redemption  ............         4,568         -             -                -
       Net income  .......................................         7,728         4,335          5,579          5,712
       Income per share from continuing operations  ......     $     .20     $     .27       $    .35      $     .35
       Net income per common share  ......................     $     .48     $     .27       $    .35      $     .35
                                                               =========     =========       ========      =========




(a)  During the first  quarter  of 1997,  the  Company  recorded a $4.6  million
credit,  net of  taxes  of  $2.9  million,  reflecting  the  elimination  of the
previously recorded accrued interest on the 12% debentures that were redeemed in
January 1997.


</TABLE>


<PAGE>




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS





To the Board of Directors of Robertson-Ceco Corporation:


We have audited the accompanying  consolidated  balance sheets of Robertson-Ceco
Corporation,  a Delaware  Corporation,  and subsidiaries as of December 31, 1998
and 1997 and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three  years in the  period  ended  December  31,
1998.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Robertson-Ceco  Corporation and
subsidiaries  as of  December  31,  1998  and  1997  and the  results  of  their
operations  and their cash flows for each of the three years in the period ended
December 31, 1998 in conformity with generally accepted accounting principles.





Arthur Andersen LLP
San Francisco, California
February 12, 1999



<PAGE>




ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              ---------------------------------------------------------------
              FINANCIAL DISCLOSURE
              -------------------=

              None.




<PAGE>


                                    PART III


ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
              --------------------------------------------------


(a)  Information  concerning  the  Registrant's  directors  is  incorporated  by
reference to the section  entitled  "Election of Directors" in the  registrant's
definitive  proxy statement for the Annual Meeting of Stockholders to be held on
May 18, 1999, to be filed pursuant to Regulation 14A.

(b) Information  concerning executive officers of the Registrant is set forth in
Item 4.1 of Part I page 6 of this Report under the heading  "EXECUTIVE  OFFICERS
OF THE REGISTRANT".


ITEM 11.      EXECUTIVE COMPENSATION
              ----------------------


     Information concerning executive compensation, other than the report of the
compensation  committee and the performance  graph, is incorporated by reference
to the section entitled "Executive  Compensation" in the registrant's definitive
proxy  statement for the Annual  Meeting of  Stockholders  to be held on May 18,
1999, to be filed pursuant to Regulation 14A.


ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              --------------------------------------------------------------


     Information  concerning security ownership of certain beneficial owners and
management  is  incorporated  by  reference  to the section  entitled  "Security
Ownership" in the registrant's definitive proxy statement for the Annual Meeting
of  Stockholders  to be held on May 18, 1999, to be filed pursuant to Regulation
14A.


ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
              ----------------------------------------------


     Information  concerning certain  relationships and related  transactions is
incorporated by reference to the section  entitled  "Certain  Relationships  and
Related  Transactions"  in the  registrant's  definitive proxy statement for the
Annual Meeting of  Stockholders to be held on May 18, 1999, to be filed pursuant
to Regulation 14A.


<PAGE>


                                     PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
              ----------------------------------------------------------------


                                                                       PAGE NO.

The following documents are filed as part of this Report:

(a)1.         Consolidated Financial Statements of Robertson-Ceco
              Corporation.

              Consolidated Statements of Income for the three
              years ended December 31, 1998.                                15

              Consolidated Balance Sheets at December 31, 1997 and
              1998.                                                         16

              Consolidated Statements of Cash Flows for the three
              years ended December 31, 1998.                                18

              Consolidated Statements of Stockholders' Equity
              for the three years ended December 31, 1998.                  19

              Notes to Consolidated Financial Statements, including
              Selected Quarterly Financial Data as required by Item
              302 of Regulation S-K.                                        20

              Report of Independent Public Accountants                      32

(a)2.         Financial Statement Schedules for the Three Years
              Ended December 31, 1998.

              SCHEDULE II - Valuation and Qualifying Accounts All other
              schedules are omitted because they are not
              applicable or not required.                                   37

              Report of Independent Public Accountants on Financial
              Statement Schedules:                                          39

(a)3.         List of Exhibits.
              Exhibits  filed or  incorporated  by reference in connection  with
              this Report are listed in the Exhibit Index starting on page 46.

(b)           Reports on Form 8-K
              There were no reports on Form 8-K filed for the three months ended
              December 31, 1998.


<PAGE>




                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  in the city of San
Ramon, California, on this 26th day of March 1999.

                                           ROBERTSON-CECO CORPORATION

                                            By     /s/ Patrick G. McNulty
                                               ------------------------------
                                                   Patrick G. McNulty
                                                   Corporate Controller


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report has been signed by the following  persons in the capacities and as of the
26th day of March,  1999.  Each person  whose  signature  appears  below  hereby
authorizes  each of Andrew G. C. Sage,  II, Elmer A.  Roskovensky  and Ronald D.
Stevens and appoints each of them singly his or her attorney-in-fact,  each with
full power of substitution,  to execute in his name, place and stead, in any and
all  capacities,  any or all further  amendments  to this Report and to file the
same, with exhibits thereto, and other documents in connection  therewith,  with
the  Securities  and Exchange  Commission,  making such further  changes in this
Report as the Company deems appropriate.

SIGNATURE


/s/ Michael E. Heisley, Sr.                /s/ Andrew G. C. Sage, II
------------------------------             ------------------------------
Michael E. Heisley, Sr.                    Andrew G. C. Sage, II
Chief Executive Officer and Director       Chairman and Director
(Principal Executive Officer)


/s/ Elmer A. Roskovensky                   /s/ Ronald D. Stevens
------------------------------             ------------------------------
Elmer A. Roskovensky                       Ronald D. Stevens
President and Chief Operating Officer      Executive Vice President, Chief
 and Director                              Financial Officer and Secretary


/s/ Frank A. Benevento                     /s/ Stanley G. Berman
------------------------------             ------------------------------
Frank A. Benevento                         Stanley G. Berman
Director                                   Director


/s/ Gregg C. Sage                          /s/ Stanley H. Meadows
------------------------------             ------------------------------
Gregg C. Sage                              Stanley H. Meadows
Director                                   Director


/s/ Patrick G. McNulty                     /s/ Michael E. Heisley, Jr.
------------------------------             ------------------------------
Patrick G. McNulty                         Michael E. Heisley, Jr.
Corporate Controller                       Director





<PAGE>

<TABLE>
<CAPTION>

                             ROBERTSON-CECO CORPORATION                                                SCHEDULE II
                         VALUATION AND QUALIFYING ACCOUNTS
                                 (Thousands)
-----------------------------------------------------------------------------------------------------------------------------------

COLUMN A                                COLUMN B                      COLUMN C                COLUMN D        COLUMN E
---------------------------------------------------------------------------------------------------------------------------------

                                                                  ADDITIONS
                                         BALANCE       ------------------------------                           BALANCE
                                           AT           CHARGED TO         CHARGED TO                              AT
                                        BEGINNING        COSTS AND           OTHER                             END OF
     DESCRIPTION                        OF PERIOD        EXPENSES           ACCOUNTS         DEDUCTIONS        PERIOD
---------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>                 <C>            <C>                 <C>            <C>       
YEAR ENDED DECEMBER 31, 1998:
 Deducted from Asset Accounts:
   Allowance for
     Doubtful Accounts...............   $   1,690           $     220      $  -                $    115 (b)   $    1,795
                                         =========          =========      =========          =========         ==========

Not Deducted from Asset Accounts:....
   Reserves for Discontinued
     Operations(e)(g)  ..............    $   5,272          $-              $ -               $   1,018 (c)    $   4,254
                                         =========          ========        ========          =========        =========

                                                                                                  2,419 (d)
   Insurance liabilities - current  .    $   5,754          $ 7,808         $ -               $   7,892 (c)    $   3,251
                                         =========          =======         ========          =========        =========

   Insurance liabilities - long-term     $   7,331          $  (158)        $ -               $  (2,419)(c)    $   9,592
                                         =========          =======         ========          =========        =========

                                                                                                   (800)(d)
   Other-current (f).................    $   5,602          $ 2,150         $ -               $   3,682 (c)    $   4,870
                                         =========          =======         ========          =========        =========

   Other-noncurrent (g)  ............    $   9,245          $-              $ -               $     800 (d)    $   8,445
                                         =========          =======         ========          =========        =========

YEAR ENDED DECEMBER 31, 1997:
 Deducted from Asset Accounts:
   Allowance for
      Doubtful Accounts  ............    $    1,881         $   450         $ -               $     641 (b)    $   1,690
                                         ==========         =======         ========          =========        =========

Not Deducted from Asset  Accounts:
   Reserves for Discontinued
    Operations (e)(g                     $    6,273         $-              $ -               $   1,001 (c)    $   5,272
                                         ==========         =======         ========          =========        =========

                                                                                                 (1,225)(d)
                                         $   6,094          $ 6,525         $ -                $  8,090 (c)    $   5,754
                                         =========          =======         ========           =========        =========
   Insurance liabilities  - current
                                                                                                  1,225 (d)
   Insurance liabilities - long-term     $   8,349          $-              $ -                $   (207)(c)    $   7,331
                                          =========          =======         ========           =========        =========
                                                                                                 (1,328)(d)
   Other-current (f) ................    $   5,473          $ 1,881         $ -                $  3,080 (c)    $   5,602
                                         =========          =======         ========           =========        =========

   Other-noncurrent (g) .............    $ 10,573           $-              $ -                $  1,328 (d)    $   9,245
                                         ========           =======         ========           ========        =========


</TABLE>



<PAGE>


<TABLE>
<CAPTION>




                                              ROBERTSON-CECO CORPORATION                                                SCHEDULE II
                                            VALUATION AND QUALIFYING ACCOUNTS
                                                     (Thousands)
-----------------------------------------------------------------------------------------------------------------------------------

COLUMN A                                 COLUMN B                     COLUMN C                COLUMN D        COLUMN E
-----------------------------------------------------------------------------------------------------------------------------------

                                                                 ADDITIONS
                                         BALANCE        ------------------------------                        BALANCE
                                           AT           CHARGED TO         CHARGED TO                            AT
                                        BEGINNING        COSTS AND           OTHER                             END OF
     DESCRIPTION                        OF PERIOD        EXPENSES           ACCOUNTS         DEDUCTIONS        PERIOD
-----------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>                 <C>            <C>                 <C>            <C>       
YEAR ENDED DECEMBER 31, 1996:
 Deducted from Asset
  Accounts:
   Allowance for
     Doubtful Accounts  ............     $   1,302        $    945          $     241 (a)     $    607 (b)     $   1,881
                                         =========        ========          =========         ========         =========

Not Deducted from Asset  Accounts:
   Reserves for Discontinued
     Operations (e)(g)..............     $   7,613        $-                $  -              $  1,340 (c)     $   6,273
                                         =========        ========          =========         ========         =========

   Insurance liabilities - current       $   8,243        $  6,385          $  -              $  8,534 (c)     $   6,094
                                         =========        ========          =========         ========         =========

   Insurance liabilities - long-term     $  10,744        $-                $  -              $  2,395 (d)     $   8,349
                                         =========        ========          =========         ========         =========

   Other-current (f)................     $   6,445        $  2,147          $  -              $  3,119 (c)     $   5,473
                                         =========        ========          =========         ========         =========

   Other-noncurrent (g) ............     $  11,383        $ -               $  -              $    810 (d)     $  10,573
                                         =========        ========          =========         ========         =========




NOTES:

(a)  Represents  recovery  of  accounts  receivable  previously  written  off as
     uncollectable.
(b)  Accounts receivable written off as uncollectable.
(c)  Represents charges to the accounts for their intended purposes.
(d)  Represents transfer of reserves.
(e)  Represents reserves of sold/held for sale businesses.
(f)  The reserves are included in the caption "Other Accrued Liabilities" in the
     Consolidated Balance Sheets.
(g)  Current  reserves are included in the caption "Other  Accrued  Liabilities"
     and  non-current  reserves are included in the Caption  "Reserves and Other
     Long-Term Liabilities" in the Consolidated Balance Sheets.
(h)  The  reserves  include  warranty  and  backcharge  reserves,  reserves  for
     restructuring,  environmental and job loss reserves included in the caption
     "Other Accrued  Liabilities" in the Consolidated  Balance Sheets. See Notes
     to Consolidated Financial Statements.


</TABLE>



<PAGE>



                   Report of Independent Public Accountants on
                          Financial Statement Schedules









To the Board of Directors
of Robertson-Ceco Corporation:




We have audited in accordance with generally  accepted auditing  standards,  the
1998,  1997  and  1996  consolidated   financial  statements  of  Robertson-Ceco
Corporation  included in this Form 10-K and have issued our report thereon dated
February 12,  1999.  Our audit was made for the purpose of forming an opinion on
those  statements  taken as a whole. The schedules listed in the index above are
the responsibility of the Company's management and are presented for purposes of
complying with the Securities and Exchange Commissions rules and are not part of
the basic  financial  statements.  These  schedules  have been  subjected to the
auditing  procedures  applied  in the  audit of the basic  financial  statements
referred to above and, in our opinion, fairly state in all material respects the
financial  data  required  to be set  forth  therein  in  relation  to the basic
financial statements taken as a whole.



Arthur Andersen LLP
San Francisco, California
February 12, 1999


<PAGE>

<TABLE>

                                  Exhibit Index
<CAPTION>

Exhibit                                                                           Sequential
No.                                  Description                                    Page No.

<S>           <C>                                                                                             <C>
3.1           Registrant's Second Restated Certificate of Incorporation, effective
              July 23, 1993, filed as Exhibit 3 to Registrant's report on
              Form 8-K dated July 14, 1993 (File No. 1-10659), and
              incorporated herein by reference thereto  .......................................................

3.2           Bylaws of Registrant, effective November 8, 1990, and as Amended
              on November 12, 1991, August 27, 1992 and December 16, 1993,
              filed as Exhibit 3.2 to Registrant's Annual Report on Form 10-K
              for the fiscal year ended December 31, 1993 (File No. 1-10659),
              and incorporated herein by reference thereto  ...................................................

4.1           Registration Rights Agreement dated May 17, 1993 by and among the
              Registrant and Sage RHH filed as Exhibit 10.27 to the Registrant's
              Registration Statement on Form S-4, Registration Statement No. 33-58818,
              and incorporated herein by reference thereto  ...................................................

4.2           Registration Rights Agreement dated December 14, 1993 by and among
              the Registrant and Heico Acquisitions, Inc. filed as Exhibit 4.14 to the
              Registrant's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1993 (File No. 1-10659), and incorporated herein by reference thereto  .............

10.1          Amended and Restated 1991 Long Term Incentive Plan, filed as Exhibit 4.1 to
              Registrant's Form S-8 Registration Statement No. 33-51665 dated December 22, 1993,
              and incorporated herein by reference thereto  ...................................................

10.3          Registration Rights Agreement dated May 17, 1993 by and among the Registrant
              and Sage RHH referred to in Exhibit 4.2 above  ..................................................

10.4          Registration Rights Agreement dated December 14, 1993 by and among the
              Registrant and Heico Acquisitions, Inc. referred to in Exhibit 4.3 above  .......................

10.7          Settlement Agreement dated March 3, 1995 by and between the Registrant
              and Federal Insurance Company filed as Exhibit 10.43 to Registrant's
              Annual Report on Form 10-K for the year ended December 31, 1994
              (File No. 1-10659) and incorporated herein by reference thereto  ................................

10.9          Credit agreement dated December 31, 1996 (as amended) by and between the Registrant
              and the various financial institutions and Bank of America as agent for the lenders as filed as
              Exhibit 2.1 to the Registrants Report on Form 10-K for the year ended December 31, 1997
              (File No. 1-10659) and incorporated herein by reference thereto  ................................

11            Statement re: Computation of Earnings Per Common Share  .........................................41

21            List of subsidiaries of Registrant  .............................................................43

23.1          Consent of Arthur Andersen LLP  .................................................................44

27            Financial Data Schedule

</TABLE>